April 17, 2018

Marc S. Gerber Skadden, Arps, Slate, Meagher & Flom LLP marc.gerber@skadden.com

Re: Rite Aid Corporation Incoming letter dated February 8, 2018

Dear Mr. Gerber:

This letter is in response to your correspondence dated February 8, 2018 and March 6, 2018 concerning the shareholder proposal (the “Proposal”) submitted to Rite Aid Corporation (the “Company”) by the New York State Common Retirement Fund (the “Proponent”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. We also received correspondence on the Proponent’s behalf on February 26, 2018. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address.

Sincerely,

Matt S. McNair Senior Special Counsel

Enclosure

cc: Cornish F. Hitchcock Hitchcock Law Firm PLLC conh@hitchlaw.com

mailto:conh@hitchlaw.comhttp://www.sec.gov/divisions/corpfin/cfmailto:marc.gerber@skadden.com

April 17, 2018

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Rite Aid Corporation Incoming letter dated February 8, 2018

The Proposal requests that the Company issue a report assessing the feasibility of adopting public, time-bound, quantitative, company-wide goals for increasing energy efficiency and use of renewable energy.

There appears to be some basis for your view that the Company may exclude the Proposal under rule 14a-8(i)(7). In our view, the Proposal focuses primarily on matters relating to the Company’s ordinary business operations. Accordingly, we will not recommend enforcement action to the Commission if the Company omits the Proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

Lisa Krestynick Attorney-Adviser

DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by the company in support of its intention to exclude the proposal from the company’s proxy materials, as well as any information furnished by the proponent or the proponent’s representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the Commission’s staff, the staff will always consider information concerning alleged violations of the statutes and rules administered by the Commission, including arguments as to whether or not activities proposed to be taken would violate the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversarial procedure.

It is important to note that the staff’s no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no-action letters do not and cannot adjudicate the merits of a company’s position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly, a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the company’s management omit the proposal from the company’s proxy materials.

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W.

WASHINGTON, D.C. 20005-2111

TEL: (202) 371-7000

FAX: (202) 393-5760

www.skadden.com DIRECT DIAL

202-371-7233 DIRECT FAX

202-661-8280 EMAIL ADDRESS

marc.gerber@skadden.com

BY EMAIL (shareholderproposals@sec.gov)

March 6, 2018

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549

RE: Rite Aid Corporation – 2018 Annual Meeting Supplement to Letter dated February 8, 2018 Relating to Shareholder Proposal of the New York State Common Retirement Fund

FIRM/AFFILIATE OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO WILMINGTON

BEIJING BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SÃO PAULO SEOUL

SHANGHAI SINGAPORE

TOKYO TORONTO

Ladies and Gentlemen:

We refer to our letter dated February 8, 2018 (the “No-Action Request”), pursuant to which we requested that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concur with our view that Rite Aid Corporation, a Delaware corporation (“Rite Aid”), may exclude the shareholder proposal and supporting statement (the “Proposal”) submitted by the New York State Common Retirement Fund (the “Proponent”) from the proxy materials to be distributed by Rite Aid in connection with its 2018 annual meeting of shareholders (the “2018 proxy materials”).

This letter is in response to the letter to the Staff, dated February 26, 2018, submitted on behalf of the Proponent (the “Proponent’s Letter”), and supplements the No-Action Request. In accordance with Rule 14a-8(j), a copy of this letter is also being sent to the Proponent.

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Office of Chief Counsel March 6, 2018 Page 2

As described in the No-Action Request, the Proposal focuses primarily on Rite Aid’s management of its energy expenses and its choice of technologies for use in its operations, both of which are ordinary business matters. The Staff’s recent decision in Gilead Sciences, Inc. (Feb. 15, 2018) affirmed the view that proposals focusing primarily on such matters are excludable under Rule 14a-8(i)(7). In Gilead, the proposal requested “a report assessing the feasibility of adopting time-bound, quantitative, company-wide goals for increasing energy efficiency and use of renewable energy” “[t]o increase the benefits to society and to [the] company,” and the supporting statement emphasized the proposal’s concern with the potential benefits to the company of becoming more energy efficient and shifting to specific alternative sources of energy. In granting relief to exclude the proposal under Rule 14a-8(i)(7), the Staff noted that the proposal “focuses primarily on matters relating to the [c]ompany’s ordinary business operations.”

Similar to the proposal in Gilead, the Proposal requests “a report assessing the feasibility of adopting public, time-bound, quantitative, company-wide goals for increasing energy efficiency and use of renewable energy” “[t]o increase the benefits to [the] company and to society.” In addition, as described in the No-Action Request, the supporting statement emphasizes the Proposal’s concern with the potential benefits to Rite Aid of becoming more energy efficient and shifting to specific alternative sources of energy. Given the similarities between the Proposal and the proposal in Gilead and, in each case, the primary focus on ordinary business matters, the Proposal is excludable under Rule 14a-8(i)(7).

Nevertheless, the Proponent’s Letter suggests that the Proposal is not excludable under Rule 14a-8(i)(7) because it “makes a more explicit link between the ‘resolved’ clause and the . . . environmental issues of climate change and reducing greenhouse gas emissions.” In an attempt to support this argument, the Proponent’s Letter highlights select portions of the supporting statement that refer to environmental issues. As explained in the No-Action Request, however, the fact that a proposal may touch upon a potential significant policy issue does not preclude exclusion under Rule 14a-8(i)(7). Rather, the question is whether the proposal focuses primarily on a matter of broad public policy versus matters related to the company’s ordinary business operations. In this instance, the emphasis in the Proposal’s resolution on “increas[ing] benefits to [the] company” and similar emphasis found in the supporting statement, as outlined in the No-Action Request, clearly demonstrate the Proposal’s primary focus on the potential benefits to Rite Aid of becoming more energy efficient and shifting to specific alternative sources of energy. Thus, any discussion in the Proposal of broader environmental issues does not alter the Proposal’s focus on Rite Aid’s ordinary business matters (i.e., Rite Aid’s management of its energy expenses and its choice of technologies for use in its

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W.

WASHINGTON, D.C. 20005-2111 ________ FIRM/AFFILIATE OFFICES

BOSTON TEL: (202) 371-7000 CHICAGO

FAX: (202) 393-5760 HOUSTON LOS ANGELES www.skadden.com

NEW YORK DIRECT DIAL PALO ALTO

202-371-7233 WILMINGTON DIRECT FAX -----------

202-661-8280 BEIJING EMAIL ADDRESS BRUSSELS

FRANKFURT marc.gerber@skadden.com HONG KONG

LONDON MOSCOW MUNICH PARIS

BY EMAIL (shareholderproposals@sec.gov) SÃO PAULO SEOUL

SHANGHAI SINGAPORE

TOKYO TORONTO

February 8, 2018

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549

RE: Rite Aid Corporation – 2018 Annual Meeting Omission of Shareholder Proposal of the New York State Common Retirement Fund

Ladies and Gentlemen:

Pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934, as amended, we are writing on behalf of our client, Rite Aid Corporation, a Delaware corporation (“Rite Aid”), to request that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concur with Rite Aid’s view that, for the reasons stated below, it may exclude the shareholder proposal and supporting statement (the “Proposal”) submitted by the New York State Common Retirement Fund (the “Proponent”) from the proxy materials to be distributed by Rite Aid in connection with its 2018 annual meeting of stockholders (the “2018 proxy materials”).

In accordance with Section C of Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”), we are emailing this letter and its attachments to the Staff at shareholderproposals@sec.gov. In accordance with Rule 14a-8(j), we are simultaneously sending a copy of this letter and its attachments to the Proponent as notice of Rite Aid’s intent to omit the Proposal from the 2018 proxy materials.

mailto:shareholderproposals@sec.govmailto:shareholderproposals@sec.govmailto:marc.gerber@skadden.comhttp:www.skadden.com

Office of Chief Counsel February 8, 2018 Page 2

Rule 14a-8(k) and Section E of SLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that the shareholder proponents elect to submit to the Commission or the Staff. Accordingly, we are taking this opportunity to remind the Proponent that if the Proponent submits correspondence to the Commission or the Staff with respect to the Proposal, a copy of that correspondence should concurrently be furnished to Rite Aid.

I. The Proposal

The resolution contained in the Proposal is set forth below:

Resolved: To increase the benefits to our company and to society associated with usage of clean energy resources, shareholders request that Rite Aid senior management, with oversight from the Board of Directors, issue a report assessing the feasibility of adopting public, time-bound, quantitative, company-wide goals for increasing energy efficiency and use of renewable energy. The report should be issued by December 31, 2018 at reasonable cost, and omitting proprietary information.

II. Basis for Exclusion

We hereby respectfully request that the Staff concur in Rite Aid’s view that it may exclude the Proposal from the 2018 proxy materials pursuant to Rule 14a-8(i)(7) because the Proposal deals with matters relating to Rite Aid’s ordinary business operations.

III. Background

On January 23, 2018, Rite Aid received the Proposal, accompanied by a cover letter from the Proponent, and a letter from JPMorgan Chase Bank, N.A. dated January 23, 2018, verifying the Proponent’s stock ownership as of such date (the “Broker Letter”). Copies of the Proposal, cover letter and Broker Letter are attached hereto as Exhibit A.

IV. The Proposal May Be Excluded Pursuant to Rule 14a-8(i)(7) Because the Proposal Deals with Matters Relating to Rite Aid’s Ordinary Business Operations.

Under Rule 14a-8(i)(7), a shareholder proposal may be excluded from a company’s proxy materials if the proposal “deals with matters relating to the company’s ordinary business operations.” In Exchange Act Release No. 34-40018 (May 21, 1998) (the “1998 Release”), the Commission stated that the policy

Office of Chief Counsel February 8, 2018 Page 3

underlying the ordinary business exclusion rests on two central considerations. The first recognizes that certain tasks are so fundamental to management’s ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight. The second consideration relates to the degree to which the proposal seeks to “micro-manage” the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.

The Commission also has stated that a proposal requesting the dissemination of a report is excludable under Rule 14a-8(i)(7) if the substance of the proposal is within the ordinary business of the company. See Exchange Act Release No. 34-20091 (Aug. 16, 1983); see also Netflix, Inc. (Mar. 14, 2016) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that requested a report “describing how company management identifies, analyzes and oversees reputational risks related to offensive and inaccurate portrayals of Native Americans, American Indians and other indigenous peoples, how it mitigates these risks and how the company incorporates these risk assessment results into company policies and decision-making,” noting that the proposal related to the ordinary business matter of the “nature, presentation and content of programming and film production”).

In accordance with the policy considerations underlying the ordinary business exclusion, the Staff has consistently permitted exclusion of proposals under Rule 14a-8(i)(7) requesting that a company increase its energy efficiency or its use of renewable energy where the proposal and the supporting statement, when read together, focus primarily on a company’s management of its energy expenses. In FLIR Systems, Inc. (Feb. 6, 2013), for example, the proposal sought a report “describing the company’s short- and long-term strategies on energy use management.” In granting relief to exclude the proposal under Rule 14a-8(i)(7), the Staff concluded that “the proposal and supporting statement, when read together, focus primarily on FLIR’s strategies for managing its energy expenses.” See also, e.g., The TJX Companies, Inc. (Mar. 8, 2016) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that requested that the company set “quantitative targets . . . to increase renewable energy sourcing and/or production”); CVS Health Corp. (Mar. 8, 2016) (“CVS I”) (same); Apple Inc. (Dec. 5, 2014) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that requested an estimate of “the total investment in . . . renewable sources of electricity . . . and the projected costs over the life of the renewable sources,” noting that “the proposal relates to the manner in which the company manages its expenses”); TXU Corp. (Apr. 2, 2007) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that requested, among other things, an analysis of potential energy savings that could be generated by energy efficiency actions and an analysis of costs to the company of implementing energy efficiency actions).

Office of Chief Counsel February 8, 2018 Page 4

The Staff also has permitted the exclusion of proposals under Rule 14a-8(i)(7) asking a company to increase its energy efficiency or its use of renewable energy where the proposal and the supporting statement, when read together, relate to the company’s choice of technologies for use in its operations. In First Energy Corp. (Mar. 8, 2013), for example, the proposal sought a report on actions the company could take to reduce risk “by diversifying [its] energy resources to include increased energy efficiency and renewable energy resources.” In granting relief to exclude the proposal, the Staff noted that “[p]roposals that concern a company’s choice of technologies for use in its operations are generally excludable under [R]ule 14a-8(i)(7).” See also, e.g., Dominion Resources, Inc. (Feb. 14, 2014) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that sought, among other things, “a report on . . . benefits of increased solar generation,” noting that “the proposal concern[ed] the company’s choice of technologies for use in its operations”); AT&T Inc. (Feb. 13, 2012) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that sought, among other things, a report on the company’s “efforts to accelerate the development and deployment of new energy efficient set-top boxes” noting that “the proposal relates to the technology used in AT&T’s set-top boxes[,]” and “[p]roposals that concern a company’s choice of technologies for use in its operations are generally excludable under [R]ule 14a-8(i)(7)”); CSX Corp. (Jan. 24, 2011) (permitting exclusion under Rule 14a-8(i)(7) of a proposal that asked the company to develop a kit to allow it to convert the majority of its locomotive fleet to “a far more efficient power conversion system,” noting that “the proposal relates to the power conversion system used by CSX’s locomotive fleet” and “[p]roposals that concern a company’s choice of technologies for use in its operations are generally excludable under [R]ule 14a-8(i)(7)”).

In this instance, the Proposal’s request that Rite Aid assess the feasibility of adopting goals for increasing energy efficiency and use of renewable energy, when read together with the supporting statement, focuses primarily on Rite Aid’s management of its energy expenses and also concerns Rite Aid’s choice of technologies for use in its operations, both of which are ordinary business matters. The supporting statement emphasizes the Proposal’s primary focus on Rite Aid’s management of its energy expenses by stating that Rite Aid, by implementing the Proposal’s request, “could set the stage to more aggressively reduce energy costs and price volatility.” The supporting statement further states that “[i]nvestments in energy efficiency and renewable energy make business sense” and details the perceived financial benefits of adopting goals for increasing energy efficiency and use of renewable energy by indicating that “energy efficiency investments of hundreds of global companies paid for themselves from reduced energy bills in just 4.2 years on average.” In addition, the Proposal compares the potential relative costs of certain sources of energy, stating that “some renewable energy projects are

Office of Chief Counsel February 8, 2018 Page 5

already undercutting fossil fuels on price.” In this way, the supporting statement makes clear that the primary focus of the Proposal is on Rite Aid’s management of its energy expenses.

In addition, the supporting statement emphasizes that the Proposal concerns Rite Aid’s choice of technologies for use in its operations by stating that Rite Aid, by implementing the Proposal’s request, could “shift[] from fossil-based to renewable energy sources.” Further, the supporting statement advocates for the use of specific sources of energy, stating that “by 2020, all the [renewable] power generation technologies that are now in commercial use will fall within the fossil fuel-fired cost range, with most at the lower end or even undercutting fossil fuels.” By dictating a type of technology that Rite Aid must use in its operations going forward, the supporting statement makes clear that the Proposal concerns Rite Aid’s choice of technologies for use in its operations.

Decisions as to how Rite Aid manages its energy expenses and chooses technologies for use in its operations are fundamental to Rite Aid’s day-to-day operations and cannot, as a practical matter, be subject to shareholder oversight. Thus, consistent with the precedent described above, the Proposal is excludable under Rule 14a-8(i)(7).

We are aware that a proposal may not be excluded under Rule 14a-8(i)(7) if it is determined to focus on a significant policy issue. The fact that a proposal may touch upon a significant policy issue, however, does not preclude exclusion under Rule 14a-8(i)(7). Instead, the question is whether the proposal focuses primarily on a matter of broad public policy versus matters related to the company’s ordinary business operations. See the 1998 Release and Staff Legal Bulletin No. 14E (Oct. 27, 2009). The Staff has consistently permitted exclusion of shareholder proposals where the proposal focused on ordinary business matters, even though it also related to a potential significant policy issue. In Exxon Mobil Corp. (Mar. 6, 2012), for example, the Staff permitted exclusion of a proposal requesting that the company prepare a report “discussing possible short and long term risks to the company’s finances and operations posed by the environmental, social and economic challenges associated with the oil sands.” In granting relief under Rule 14a-8(i)(7), the Staff noted that the proposal “addresse[d] the ‘economic challenges’ associated with the oil sands and [did] not . . . focus on a significant policy issue.” In addition, in PetSmart, Inc. (Mar. 24, 2011), the Staff permitted exclusion under Rule 14a-8(i)(7) of a proposal calling for suppliers to certify that they have not violated certain laws regarding the humane treatment of animals, even though the Staff had determined that the humane treatment of animals was a significant policy issue. In its no-action letter, the Staff specifically noted the company’s view that the scope of the laws

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covered by the proposal were “fairly broad in nature from serious violations such as animal abuse to violations of administrative matters such as record keeping,” and therefore the proposal’s focus was not confined to the humane treatment of animals. See also, e.g., CIGNA Corp. (Feb. 23, 2011) (permitting exclusion under Rule 14a-8(i)(7) when, although the proposal addressed the potential significant policy issue of access to affordable health care, it also asked CIGNA to report on expense management, an ordinary business matter); Capital One Financial Corp. (Feb. 3, 2005) (permitting exclusion under Rule 14a-8(i)(7) when, although the proposal addressed the significant policy issue of outsourcing, it also asked the company to disclose information about how it manages its workforce, an ordinary business matter).

Finally, Rite Aid recognizes that the Staff has found that some proposals requesting a report on the feasibility of adopting certain goals for increasing the company’s renewable energy sourcing and production focus on a significant policy issue and therefore are not excludable under Rule 14a-8(i)(7). In those instances, however, the proposals focused on controlling global temperatures and reducing GHG emissions. In Lowe’s Companies, Inc. (Mar. 10, 2017), for example, the proposal’s resolution requested a report “assessing the climate benefits and feasibility of adopting enterprise-wide, quantitative, time-bound targets for increasing [the company’s] renewable energy sourcing and/or production” “[t]o limit the average global temperature increase” and, when read along with the preamble and supporting statement, focused on the need to report on renewable energy goals “as a means to help reduce GHG emissions.” Given that the proposal focused on controlling global temperatures and reducing GHG emissions, the Staff denied relief to exclude the proposal under Rule 14a-8(i)(7), noting that the proposal “transcend[ed] ordinary business matters.” See also CVS Health Corp. (Feb. 22, 2017) (“CVS II”).

In contrast, as described above, the Proposal’s resolution and supporting statement as a whole focus on Rite Aid’s management of its energy expenses and its choice of technologies for use in its operations — both of which are ordinary business matters — as a means “[t]o increase the benefits to our company,” in addition to increasing the benefits to society, “associated with usage of clean energy resources.” In this fundamental respect, the Proposal is analogous to the proposals in The TJX Companies and CVS I. Specifically, the resolutions and supporting statements in TJX and CVS I focused on setting “quantitative targets . . . to increase renewable energy sourcing and/or production” as a means to achieve certain financial benefits in addition to potential benefits to society. Given the focus of the proposals in TJX and CVS I and their attempt to influence companies’ approach to ordinary business matters, the Staff granted relief under Rule 14a-8(i)(7). The same

EXHIBIT A

(see attached)

Rite Aid Corporation (New York State Common Retirement Fund)14a-8 informal procedures insert - 7-19-2016Supplement to No-Action Request (NYS Common Retirement Fund)RAC 18 SECopp